Results of Issue

RNS Number : 8757S

LondonMetric Property PLC

18 November 2021

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, INTO, OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS AVAILABLE) OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018

18 November 2021

LONDONMETRIC PROPERTY PLC

("LondonMetric" or the "Company")

RESULTS OF ISSUE

LondonMetric Property PLC is pleased to announce the successful completion of the placing (the "Placing") and retail offer (the "Retail Offer") announced earlier today (together the "Issue"). As detailed in the launch of placing announcement released at 7.00 am on 18 November 2021, the Company has a programme of acquisitions and developments that are either committed or under offer. The Company continues to expect to deploy the net proceeds of the Issue to fund these existing committed and under offer deals within three months of Admission (as defined below).

The Issue will in aggregate comprise the issue of 67,307,693   new Ordinary Shares in LondonMetric (the "New Ordinary Shares"), raising gross proceeds of approximately £175 million. The New Ordinary Shares have been issued at a price of 260 pence per New Ordinary Share (the "Issue Price") and represent, in aggregate, approximately 7.4% per cent. of LondonMetric's issued ordinary share capital prior to the Issue. The Placing was significantly oversubscribed with considerable support from existing shareholders.

65,957,693 new Ordinary Shares will be issued pursuant to the Placing and 1,350,000 new Ordinary Shares will be issued pursuant to the Retail Offer.

The Issue Price represents a discount of 3.0% per cent. to the closing price on 17 November 2021 of 268 pence and a discount of 1.8% per cent. to the intra-day price of 264.8 pence at 10:15 a.m. (being the time the Issue Price was agreed).

The New Ordinary Shares will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares in the capital of the Company, including the right to receive all future dividends and distributions declared, made or paid, including the second quarterly interim dividend of 2.2 pence per share that the Company has declared with the Company's interim results for the six month period ended 30 September 2021, which will be paid on 7 January 2022. The Company has agreed with the Banks a 90 day lock-up from Admission, subject to certain customary exceptions.

Application has been made for the New Ordinary Shares to be admitted to the premium segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market of the London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). It is expected that Admission will take place at 8.00 a.m. on 22 November 2021 and dealings in the New Ordinary Shares will commence at that time. The Placing and the Retail Offer are conditional upon, inter alia, Admission becoming effective. The Placing is also conditional upon the Placing Agreement becoming unconditional and not being terminated.

Following Admission becoming effective, the total number of voting rights in the Company will be 977,691,269, which figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.

Capitalised terms used but not defined in this announcement (this "Announcement") have the same meanings as set out in the placing announcement of the Company released at 7.00 a.m. (GMT) on the date hereof.

Peel Hunt LLP, J.P. Morgan Securities plc (which conducts its investment banking business as J.P. Morgan Cazenove) and Barclays Bank PLC acted as joint bookrunners in respect of the Placing.

Andrew Jones, Chief Executive Officer of LondonMetric, commented:

"We are extremely grateful to our shareholders for their excellent and broad based support in this capital raise. The amount we have raised reflects our disciplined approach and our focus on quick deployment in accretive opportunities."

Further enquiries:

LondonMetric Property Plc	Tel: [phone]
Andrew Jones
Martin McGann
Gareth Price
Peel Hunt LLP (Joint Bookrunner)	Tel: [phone]
Capel Irwin
Alistair Rae
Carl Gough
Henry Nicholls
J.P. Morgan Cazenove (Joint Bookrunner)	Tel: [phone]
Nicholas Hall
Barry Meyers
Beau Freker
James Lane
Barclays Bank PLC (Joint Bookrunner)
Bronson Albery	Tel: [phone]
Tom Macdonald
Dominic Harper
Ben Newmark
FTI Consulting	Tel: [phone]
Dido Laurimore
Richard Gotla
Andrew Davis

The person responsible for arranging for the release of this Announcement on behalf of the Company is Jadzia Duzniak, Company Secretary.

IMPORTANT NOTICE

The information contained in this Announcement is restricted and not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which the same would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa (unless an exemption under the relevant securities laws is available) or any other jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (EU) 2017/1129) ("Prospectus Regulation") and the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") to be published. Persons needing advice should consult an independent financial adviser.

The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended ("Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. There will be no public offering of the New Ordinary Shares in the United States. Subject to certain exceptions, the New Ordinary Shares are being offered and sold only outside the United States in "offshore transactions" within the meaning of, and in accordance with, Regulation S under the Securities Act. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any offering of the New Ordinary Shares, or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this Announcement, will not be accepted.

The contents of this Announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this Announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. Each placee should consult with its own advisers as to legal, tax, business and related aspects of an acquisition of New Ordinary Shares.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

This Announcement does not constitute a disclosure document under Part 7.9 or Part 6D.2 of the Corporations Act 2001 (Cth) ("Australian Corporations Act") and has not been, and will not be, lodged with the Australian Securities and Investments Commission (ASIC) as a disclosure document for the purposes of the Australian Corporations Act.

This Announcement does not constitute an offer of securities to the public in the United States, the United Kingdom, Australia, Canada or in any other jurisdiction. There will be no public offer of securities in the United States, United Kingdom, Australia, Canada or in any other jurisdiction.

This Announcement is directed only at: (a) persons in a member state of the European Economic Area who are qualified investors (within the meaning of the Prospectus Regulation ("Qualified Investors")); (b) persons in the United Kingdom that are Qualified Investors (within the meaning of the UK Prospectus Regulation) and who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Order") (investment professionals) or (ii) fall within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.); (c) persons in Australia that are sophisticated investors or professional investors as those terms are defined in sub-sections 708(8) and 708(11) of the Australian Corporations Act who also meet the requirements of a wholesale investor as defined in section 761G of the Australian Corporations Act); (d) persons in Canada who are both "accredited investors" within the meaning of National Instrument 45-106 - Prospectus Exemptions of the Canadian Securities Administrators (or section 73.3(1) of the Securities Act (Ontario), as applicable) and also "permitted clients" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations of the Canadian Securities Administrators; and (e) those persons to whom it may otherwise be lawfully communicated, (all such persons referred to above being "Relevant Persons"). Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any investment in connection with the Placing will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Announcement or any of its contents.

This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Peel Hunt, JPMC or Barclays (each as defined below) or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed. None of Peel Hunt, JPMC or Barclays nor any of their affiliates or agents shall have any obligation to update this Announcement or any additional information or to correct any inaccuracies in it which may become apparent.

Peel Hunt LLP ("Peel Hunt") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting exclusively as joint bookrunner to the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Placing or any other matter referred to in this Announcement.

J.P. Morgan Securities plc (which conducts its UK investment banking business under the name J.P. Morgan Cazenove) ("JPMC"), which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the FCA is acting exclusively as joint bookrunner to the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of JPMC nor for providing advice in relation to the Placing or any other matter referred to in this Announcement.

Barclays Bank PLC ("Barclays") which is authorised in the United Kingdom by PRA and regulated by the PRA and the FCA is acting exclusively as joint bookrunner to the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Placing or any other matter referred to in this Announcement.

Aside from the responsibilities and liabilities, if any, which may be imposed under FSMA or the regulatory regime established thereunder, or any other applicable regulatory regime, none of Peel Hunt, JPMC, Barclays or any of their respective affiliates accept any responsibility or liability whatsoever for, nor make any representation or warranty, express or implied, as to the contents of this Announcement, including its accuracy, fairness, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Issue and nothing in this Announcement is, or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Each of Peel Hunt, JPMC, Barclays and their respective affiliates accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any such statement.

The distribution of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Peel Hunt, JPMC or Barclays that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Peel Hunt, JPMC and Barclays to inform themselves about, and to observe, such restrictions.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, subject to any obligations under the Listing Rules and the Disclosure Guidance and Transparency Rules or any other applicable law or regulation, the Company does not assume any responsibility or obligation to update publicly or review any of forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The New Ordinary Shares to be issued pursuant to the Issue will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

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